Large stock grants and tax-driven share sale at Health Catalyst (HCAT)

Rhea-AI Filing Summary

Health Catalyst, Inc. General Counsel Benjamin Landry reported stock-based compensation and a related tax sale of common stock. On February 25, 2026, he received an award of 289,000 restricted stock units (RSUs) that will vest in 12 equal quarterly installments beginning on March 1, 2026, each RSU converting into one share of common stock when vested.

He was also granted 16,473 performance-based restricted stock units (PRSUs) tied to performance criteria for the fiscal year ended December 31, 2025. On February 26, 2026, 6,317 shares were disposed of at $1.7478 per share to cover tax withholding obligations from vesting RSUs, a mandated “sell-to-cover” under the company’s equity plans rather than a discretionary trade. After these transactions, he directly owned 399,156 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Landry Benjamin

(Last) (First) (Middle)

10897 S. RIVER FRONT PARKWAY, #300

(Street)

SOUTH JORDAN UT 84095

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Health Catalyst, Inc. [ HCAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		289,000(1)	A	$0.00	389,000	D
Common Stock	02/25/2026		A		16,473(2)	A	$0.00	405,473	D
Common Stock	02/26/2026		F(3)		6,317	D	$1.7478	399,156	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs") granted pursuant to the Issuer's 2019 Stock Option and Incentive Plan (the "2019 Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the terms of the 2019 Plan, the RSUs will vest in 12 equal quarterly installments beginning on March 1st 2026.

2. Represents an award of 16,473 performance-based restricted units ("PRSUs") pursuant to the 2019 Plan, based upon the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2025. Each PRSU represents a contingent right to receive one share of the Issuer's common stock.

3. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Issuer's Restricted Stock Units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/ Benjamin Landry	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Health Catalyst (HCAT) insider Benjamin Landry report in this Form 4?

Benjamin Landry, General Counsel of Health Catalyst, reported new equity awards and a tax-related share sale. He received RSU and PRSU grants and disposed of 6,317 shares solely to satisfy tax withholding obligations from vesting restricted stock units.

How many RSUs did Benjamin Landry receive from Health Catalyst (HCAT)?

Benjamin Landry received an award of 289,000 restricted stock units (RSUs). These RSUs vest in 12 equal quarterly installments starting March 1, 2026, with each vested RSU converting into one share of Health Catalyst common stock under the company’s 2019 Stock Option and Incentive Plan.

What are the 16,473 PRSUs granted to Benjamin Landry at Health Catalyst (HCAT)?

The 16,473 PRSUs are performance-based restricted stock units granted under the 2019 Plan. They were awarded based on Health Catalyst’s satisfaction of specified performance criteria for the fiscal year ended December 31, 2025, with each PRSU representing one contingent share of common stock upon achievement.

Why did Benjamin Landry dispose of 6,317 Health Catalyst (HCAT) shares?

The 6,317 shares were sold to cover tax withholding obligations triggered by vesting restricted stock units. The company’s equity plans require a “sell to cover” transaction, so this was an automatic, mandated sale rather than a discretionary open-market trade by Benjamin Landry.

What is Benjamin Landry’s Health Catalyst (HCAT) share ownership after these transactions?

Following the reported awards and the tax-related disposition, Benjamin Landry directly owned 399,156 shares of Health Catalyst common stock. This figure reflects his holdings after the 6,317-share sell-to-cover transaction and the equity grants reported in the Form 4 filing.

When do Benjamin Landry’s new RSUs from Health Catalyst (HCAT) start vesting?

The 289,000 restricted stock units begin vesting on March 1, 2026. Vesting occurs in 12 equal quarterly installments, meaning portions of the award will convert into common shares every quarter, subject to the terms of Health Catalyst’s 2019 Stock Option and Incentive Plan.